Any such delay in acceptance, extension, termination or amendment will be followed promptly by
oral (promptly followed in writing) or written notice thereof to the registered holders of the 2023 private notes or the 2021 private notes, as applicable. If we amend an exchange offer in a manner that we determine to constitute a material change,
we will promptly disclose such amendment by means of a prospectus supplement. The supplement will be distributed to the registered holders of the 2023 private notes or the 2021 private notes, as applicable. Depending upon the significance of the
amendment and the manner of disclosure to the registered holders, we may extend the applicable exchange offer. In the event of a material change in an exchange offer, including the waiver by us of a material condition, we will extend the exchange
offer period if necessary so that at least five business days remain in the exchange offer following notice of the material change.
Conditions to the
We will not be required to accept for exchange, or exchange any exchange notes for, any private notes if the exchange
offers, or the making of any exchange by a holder of private notes, would violate applicable law or any applicable interpretation of the staff of the SEC. Similarly, we may terminate the exchange offers as provided in this prospectus before
accepting private notes for exchange in the event of such a potential violation.
In addition, we will not be obligated to accept for
exchange the private notes of any holder that has not made to us the representations described under Purpose and Effect of the Exchange Offers, Procedures for Tendering and Plan of Distribution and
such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to allow us to use an appropriate form to register the exchange notes under the Securities Act.
We expressly reserve the right to amend or terminate the exchange offers, and to reject for exchange any private notes not previously accepted
for exchange, upon the occurrence of any of the conditions to the exchange offers specified above. We will give prompt oral (promptly followed in writing) or written notice of any extension, amendment, non-acceptance or termination to the holders of
the private notes as promptly as practicable.
These conditions are for our sole benefit, and we may assert them or waive them in whole or
in part at any time or at various times in our sole discretion. If we fail at any time to exercise any of these rights, this failure will not mean that we have waived our rights. Each such right will be deemed an ongoing right that we may assert at
any time or at various times.
In addition, we will not accept for exchange any private notes tendered, and will not issue exchange notes
in exchange for any such private notes, if at such time any stop order has been threatened or is in effect with respect to the exchange offers registration statement of which this prospectus constitutes a part or the qualification of the indentures
governing the exchange notes under the Trust Indenture Act of 1939.
Procedures for Tendering
In order to participate in the exchange offers, you must properly tender your 2023 private notes or 2021 private notes, as applicable, to the
exchange agent as described below. It is your responsibility to properly tender your private notes. We have the right to waive any defects. However, we are not required to waive defects and are not required to notify you of defects in your tender.
If you have any questions or need help in exchanging your private notes, please call the exchange agent, whose address and phone number
are set forth in Prospectus SummaryThe Exchange OffersExchange Agent.
All of the private notes were issued in
book-entry form, and all of the private notes are currently represented by global certificates held for the account of DTC. We have confirmed with DTC that the private notes may be